Board of Directors

The current Board of Directors was appointed by the Annual General Meeting on 18 April 2022 and will remain in office until the approval of the 2025 Financial Statements. Barbara Marinali was confirmed as Chairwoman of the Board of Directors.
The Board of Directors on the 3rd May 2023 appointed Fabrizio Palermo as the Company’s Chief Executive Officer and General Manager. On 10th November 2023 the Board of Directors has appointed by co-optation Francesca Menabuoni as a non-executive and non-independent Director.

The Board of Directors is elected by the Annual General Meeting using the vote by slate system. The method adopted to select the directors is able to guarantee gender representation, the appointment of a sufficient number of directors representing minority groups and a number of independent directors that complies with legal requirements. 

Barbara Marinali
Chairperson
Fabrizio Palermo
Chief Executive Officer and General Manager
Antonella Rosa Bianchessi
Independent non-executive director
Alessandro Caltagirone
Independent non-executive director
Massimiliano Capece Minutolo Del Sasso
Independent non-executive director
Antonino Cusimano
Independent non-executive director
Elisabetta Maggini
Independent non-executive director
Luisa Melara
Independent non-executive director
Francesca Menabuoni
Non-executive director
Angelo Piazza
Independent non-executive director
Alessandro Picardi
Independent non-executive director
Patrizia Rutigliano
Independent non-executive director
Nathalie Tocci
Independent non-executive director

The role and powers of the Board of Directors

The responsibilities of the Board of Directors particularly comprise:

  • the definition of strategic and management guidelines and formulation of the company’s growth channels;
  • the economic-financial coordination of the Group’s activities via approval of the long-term strategic plans, including the financial plan, investments and annual budgets;
  • the definition of Internal Control System and Risk Management guidelines, with a view to ensuring that the main risks pertaining to Acea and its subsidiaries – including the various risks that are potentially important from a medium/long-term sustainability perspective – are correctly identified, as well as adequately measured, managed and monitored;
  • definition of the nature and level of risk in keeping with the strategic objectives identified by the company, including in its evaluations all factors that are potentially important with a view to the company’s sustainable success; 
  • the setting up of Committees as envisaged by the Corporate Governance Code and appointing of their members;
  • adopting of the Organisation, management and control models pursuant to Italian Legislative Decree no. 231/01 and appointment of the Supervisory Committee;
  • the approval of all transactions of an extraordinary nature, as well as the acquisition and sale of shareholdings;
  • assessment of the adequacy of organisational, administrative and accounting structures as regards both Acea and its strategically important subsidiaries;
  • the establishment of an ongoing dialogue with shareholders, based on a mutual understanding of respective roles;
  • a periodic self-assessment as regards the working of the Board and its committees, as well as the dimension and composition of the same;
  • an assessment, to be performed at least on an annual basis, regarding the independence of its non-executive members; 
  • the establishment of safeguards to protect the handling of personal information and sensitive data pertaining to third parties;
  • adoption of the procedures required to protect workers' health and the appointment of workplace safety supervisors.

Activities

In particular, during FY2022 the Board of Directors:

  • evaluated the general trend in performance at the time of preparing the financial report, particularly taking into account the information received from the empowered bodies, as well as periodically comparing the results achieved with those scheduled;

For further details on the work performed by the Board of Directors, reference is made to the 2022 Report on Corporate Governance and the Ownership Structure

Self-assessment

Each year, the Board of Directors conducts an assessment of the dimension, composition and operation of the Board itself and the committees. The activity is performed by an external consultant according to international best practices.

The questionnaire has been adapted to take account of some governance and scenario discontinuities, as well as to make it suitable for the third-year goals, namely preparing the orientation on the Board’s optimal qualitative-quantitative composition. Moreover, the external consultant has ascertained that the actions agreed after the previous two self-assessments have been mostly implemented.
The board review for the year 2022 indicates a largely satisfactory summary judgment in terms of the dimension and composition of Acea’s Board of Directors and committees, the effectiveness of board dynamics and the work and contributions rendered by the committees. The main strengths highlighted include:

  • the Board’s composition (executive, non-executive, independent) is considered appropriate and balanced in terms of diversity (gender, age, background, etc.);
  • the presentation of agenda items is considered precise and accurate and provides the directors with relevant information in order to pass resolutions in an informed manner;
  • the Board debate is open, good quality and generally respectful with regard to the roles covered by each director;
  • the time dedicated to discussion of the matters on the agenda was deemed appropriate;
  • the committees are generally considered to function effectively;
  • the climate within the Board and the ability to manage conflicts in a constructive manner continue to be viewed with satisfaction.

Of the ideas for improvement that emerged, it is particularly worth mentioning the observation made by several directors regarding the need to increase the number of Board members, with special reference to independent directors; in the opinion of the said directors, this would enable a better distribution of committee workloads and a smoother functioning of the Committee for Related Party Transactions.
 

For further details on the Board Review process and results, reference is made to the 2022 Report on Corporate Governance and the Ownership Structure.

 

Number of meetings held in 2022

Corporate Body

Number of meetings

Board of Directors

15

Committee Control and Risks 

10

Appointment and Remuneration

11

Ethics and Sustainability Committee 

8

Attendances at Board of Directors and Committee Meetings in 2022

Members of the Board of Directors

Office

Board of Directors

Committee

Control

and Risks

Appointment and Remuneration

Ethics and

Sustainability

Committee

Michaela Castelli

Chairperson

15/15

 

 

 

Fabrizio Palermo

CEO

4/4

 

 

 

Giacomo Larocca

Director

15/15

10/10

 

8/8

Gabriella Chiellino

Director

15/15

 

10/11

8/8

Liliana Godino

Director

15/15

9/10

11/11

 


Francesca Menabuoni
 

Director

12/12

4/5

 

3/4

Alessandro Caltagirone

Director

14/15

 

 

 

Massimiliano Capece Minutolo del Sasso

Director

15/15

10/10

11/11

8/8


Massimiliano Pellegrini
 

Director

5/9

 

3/5

 

Directors leaving office during the year 2022

Members of the Board of Directors

Office

Board of Directors

Giuseppe Gola

CEO

11/11

Giovanni Giani

Director

6/6

Diane Galbe

Director

1/1

.

Holdings of the members of the Board of Directors and Board of Auditors and general managers (data as at 31 december 2022)

Surname and name

Office

Holding company 

Number of shares owned at 31/12/2022

Number of shares purchased

Number of shares sold Number of shares owned at 31/12/2021

Giuseppe Gola

CEO – Business Development Strategy and Overseas Production Department Manager

Acea S.p.A.

No. 8,000

None

None

N. 4,000

Holdings of the other Executives with Strategic Responsibilities

Number of executives with strategic responsibilities

Holding company

Number of shares owned at 31/12/2022

Number of shares purchased 

Number of shares sold

Number of shares owned at 31/12/2021

None

-

-

-

-

-

No other managers with strategic responsibilities own shares in Acea S.p.A. or its subsidiaries.

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